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CONSTITUTION OF SINGAPORE SHIPPING ASSOCIATION (SSA) Fifth Edition

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Page 1: CONSTITUTION OF SINGAPORE SHIPPING …...“THAT in pursuant of CHAPTER 6 (F) (iv) of the Constitution of the Singapore Shipping Association, the existing President and Council of

CONSTITUTION OF

SINGAPORE SHIPPING ASSOCIATION (SSA)

Fifth Edition

Page 2: CONSTITUTION OF SINGAPORE SHIPPING …...“THAT in pursuant of CHAPTER 6 (F) (iv) of the Constitution of the Singapore Shipping Association, the existing President and Council of

Singapore National Shipping Association

First Edition 1985

Second Edition 1987

Third Edition 1989

Fourth Edition 1990

Fifth Edition 1991

Sixth Edition 1993

Seventh Edition 1994

Singapore Shipping Association

First Edition 1997

Second Edition 2003

Third Edition 2006

Fourth Edition 2011

Fifth Edition 2014

Approved by Registrar of Societies

Original Constitution 18 January 1985

First Revision 10 May 1985

Second Revision 28 November 1986

Third Revision 30 June 1987

Fourth Revision 30 November 1988

Fifth Revision 8 September 1990

Sixth Revision 31 July 1991

Seventh Revision 13 September 1993

Eighth Revision 23 August 1994

Ninth Revision 29 August 1996

Tenth Revision 19 March 1997

Eleventh Revision 2 October 2003

Twelfth Revision 21 August 2006

Thirteenth Revision 13 September 2010

Fourteen Revision 09 September 2013

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History of the Association

The Association was first formed as Singapore National Shipping Association (SNSA) on 29

January 1985 to promote and protect the interests of its Members, who are basically shipowners and

operators, shipmanagers, ship agents and shipbrokers, and to enhance the competitiveness of

Singapore as an international maritime centre. It was an amalgamation of five previous shipping

associations namely the Singapore National Shipowners’ Association, the Singapore Shipping

Association, the Shipping Agents’ and Brokers’ Association of Singapore, the Singapore Barges and

Tugs Association and the Singapore Shipowners’ Association.

The interests of the five associations were defined and represented respectively in the SNSA as

follows:

Shipping Group (a) - Singapore Flag Vessels - Foreign Going Trades

Shipping Group (b) - Singapore Flag Vessels - Coastal Trades

Shipping Group (c) - Shipping Agents and Shipbrokers

Shipping Group (d) - Barges, Offshore Support Boats, Ancillary Craft, Tugs and

Salvage Vessels

Shipping Group (e) - Foreign Flag Vessels

In 1990, the SNSA Constitution was amended to form a sixth shipping group, Shipping Group (f)

to cater to the specific interests of bunker tanker owners and operators. Bunker suppliers and other

service providers in the shipping industry were also subsequently allowed to be admitted as

Associate Members of the Association.

The SNSA Constitution was further amended in 1993 when the Members of Shipping Groups (a)

and (b) decided to merge under Shipping Group (a). The Shipping Group (f) which represented the

interests of bunker tanker owners and operators was however renamed as Shipping Group (b).

The Association celebrated its 11th Anniversary on 20 September 1996. In the 11 years that it had

existed, the SNSA had played an active role in the local and international shipping arena. It has built

strategic alliances and established networks with local and international shipping bodies and

affiliates to further the interests of Singapore shipping. It organises luncheon talks, seminars and

conferences for the benefit of its Members and the shipping industry at large. The Association’s

declared policy is to develop Singapore into an international maritime centre providing a wide range

of maritime services which include shipmanagement, shipbroking, ship financing, marine insurance

and marine legal services.

In view of the fast changing operating environment in shipping, the SNSA Council decided that the

Association must prepare and adapt itself by reviewing its organisation structure to determine how

it can better accomplish the challenging tasks for the new millennium. It decided to form a Working

Committee on 28 May 1996 and tasked it to restructure the Association and to re-invigorate it to

serve the shipping interests of its Members. The Working Committee started immediately with its

given tasks. After a series of meetings, the Working Committee presented its report and

recommendations to the SNSA Council on 14 August 1996. The recommendations included a name

change and a new organisational structure for the Association. . They were approved by the Council

which quickly formed a Committee to undertake the works of revising the Association’s

Constitution to reflect the changes and the proposed restructuring. The revision of the SNSA

Constitution was completed and approved by the SNSA Council on 12 November 1996. The

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restructuring and the amended Constitution of the Association were supported by the Singapore

Trade Development Board then and the Maritime and Port Authority of Singapore.

An Extraordinary General Meeting (EGM) of the Association was called to adopt the proposed

amendments to the Association’s Constitution. At the EGM of the Association duly convened and held

on 9 December 1996, the following resolutions were duly passed as Special Resolutions, namely :-

SPECIAL RESOLUTIONS

a.. “THAT, subject to the approval of the Registrar of Societies, the provisions contained in the

printed document marked “Proposed Constitution of Singapore Shipping Association” and

produced for the meeting be adopted as the new constitution of the Association in

substitution of the constitution of Singapore National Shipping Association”

b. “THAT, subject to the approval of the Registrar of Societies, the name of the Association be

changed to Singapore Shipping Association”

c. “THAT, subject to the approval of the Registrar of Societies, the change of name of the

Association and the adoption of the Constitution of the Singapore Shipping Association as

the new constitution of the Association shall become effective on such date as may be

declared by the Council of Association”

d. “THAT in pursuant of CHAPTER 6 (F) (iv) of the Constitution of the Singapore Shipping

Association, the existing President and Council of the Singapore National Shipping

Association shall continue to hold office and preside at the First Annual General Meeting of

the Singapore Shipping Association which shall be convened within three months of the

effective date of the Constitution of the Singapore Shipping Association”

e. “THAT the authority to operate the bank accounts of the Association be continued to be

exercised by the existing members of the Council until the election and appointment of the

Councillors of the new Council under the Constitution of the Singapore Shipping

Association.”

The Revised Constitution was adopted by the Registrar of Societies on 19 March 1997.

Since then, the Constitution had undergone some changes. This edition of the SSA Constitution

contains the latest amendments approved by the Registrar of Societies.

* * * * * *

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CONTENTS

Definitions

Chapter 1. Name

Chapter 2. Place of Business

Chapter 3. Objects

Chapter 4. Members

(A) Categories of Membership

(B) Ordinary Membership

(C) Associate Membership

(D) Individual Membership

(E) Application for Membership

(F) Approval of Membership

(G) Transfer of Membership

(H) Responsibilities of Members

(I) Rights of Members

(J) Members’ Representatives

(K) Resignation

(L) Disputes

(M) Expulsion, Suspension and Cessation of Membership

(N) Rights of Contributors

(O) Register of Members

Chapter 5. Subscriptions

(A) Entrance Fee

(B) Subscription Fee

(C) Notification of Entrance/Subscription Fees

(D) Levy

(E) Debentures

Chapter 6. General Meetings

(A) General Requirements

(B) Notice of General Meetings

(C) Quorum

(D) Chairman

(E) Voting Procedures

(F) Election of the Council

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Chapter 7. The Council

(A) Composition

(B) Election within the Council

(C) Powers and Duties of the Council

(D) Council Meetings

Chapter 8. Honorary Members of the Association

Chapter 9. Operational Committees

Chapter 10. Administration

(A) General Affairs

(B) Finance, Investment and Audit

Chapter 11. Accounts

Chapter 12. Executive Director

Chapter 13. Trustees of Properties

Chapter 14. By-Laws to Constitution

Chapter 15. Dissolution

Chapter 16. Prohibitions

Chapter 17. Interpretation

* * * * *

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DEFINITIONS

1. “an alternate” - means an individual nominated by a Member to replace its

appointed representative during the absence of the latter at

official meetings of the Association unless otherwise

specified;

2. “an appointer” - means any individual, body corporate or organisation who

appoints a representative to attend meetings of the

Association;

3. “Association” - means Singapore Shipping Association (SSA);

4. “a Contributor” - means any Member which makes any monetary

contribution pursuant to a debenture issued by the

Association;

5. “A Council Member” - means an Ordinary, Associate or Individual Member

nominated and elected, or co-opted to the Council;

6. “A Councillor” - means an individual representing an Ordinary or

Associate Member or an Individual Member and holding

an office in the Council;

7. “a day” - means one calendar day unless otherwise specified;

8. “General Meeting” - means Annual General Meeting or an Extraordinary

General Meeting unless otherwise specified;

9. “a Member” - means an Ordinary, Associate or Individual Member of

the Association;

10. “a month” - means a calendar month unless otherwise specified;

11. “the Registered Office”- means the place of business of the Association for the time

being;

12. “a representative” - means an individual appointed by an Ordinary or

Associate Member to represent that Member;

13. “Simple Majority” - means 50% + 1 vote;

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14. “Ordinary Resolution”- means in relation to General Meetings, a resolution which

requires approval by Simple Majority of the Members

present and voting and, in relation to Council Meetings, a

resolution which requires approval by Simple Majority of

Council Members present and voting provided in both

cases that the quorum requirements are satisfied;

15. “Special Resolution” - means in relation to General Meetings, a resolution which

requires approval by 75 per cent or more of the Members

present and voting and, in relation to Council Meetings, a

resolution which requires approval by 75 per cent or more

of Council Members present and voting provided in both

cases that the quorum requirements are satisfied.

16. Words denoting any one of the masculine, feminine or neuter genders shall include the

other said genders

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CHAPTER 1 - NAME

The name of the Association shall be “SINGAPORE SHIPPING ASSOCIATION (SSA)”

hereinafter referred to as the Association.

CHAPTER 2 - PLACE OF BUSINESS

The Association's place of business shall be at 59 Tras Street, Singapore 078998, or such other

address as may subsequently be decided upon by the Council and approved by the Registrar of

Societies. The Association shall carry out its activities only in places and premises which have

the prior written approval from the relevant authorities, where necessary.

CHAPTER 3 - OBJECTS

The objects of the Association are:

(i) to protect and to promote the interests of its Members; and

(ii) to enhance the competitiveness of Singapore as an international maritime centre.

Towards achieving these objectives, the Association will undertake, inter alia, the following

activities:

(i) to monitor developments in the shipping industry that have an impact on the interests

of its Members;

(ii) to examine how the shipping industry can be further developed in Singapore;

(iii) to undertake "competence building" activities for the shipping industry in Singapore

and the region;

(iv) to represent its Members to the national, regional, international and other relevant

authorities;

(v) to co-operate with ASEAN, Asian and other foreign shipping bodies to promote

mutually beneficial interests;

(vi) to maintain an administrative secretariat to run the Association; and

(vii) to operate and maintain clubhouses with the approval from the relevant authorities for

the Association’s use and the benefit of the Members; and the maritime community at

large as the Association’s Council may at its discretion decide from time to time; and

(viii) to establish (or assist in establishing), operate, maintain, invest in and/or support the

Singapore War Risk Pool and/or any other marine war risk pool (whether in existence

now or in the future), as the Association’s Council may at its discretion decide from time

to time; and

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(ix) to do all other things as the Association’s Council shall deem necessary to achieve its

objectives.

CHAPTER 4 - MEMBERS

(A) CATEGORIES OF MEMBERSHIP

There shall be three categories of membership:

(i) Ordinary;

(ii) Associate; and

(iii) Individual

(B) ORDINARY MEMBERSHIP

(i) Any body corporate or organisation whose normal business is conducted in

Singapore, and which, for the time being, owns any beneficial or legal interest in

a ship or ships of any description, or which acts as manager or agent for any such

ship or ships, or is a time charterer of a ship beyond a single voyage, shall be

eligible to become an Ordinary Member.

(ii) Pursuant to Chapter 4 (B) (i), the body corporate or organisation must:

(a) be registered in Singapore with a manager resident in Singapore;

(b) have a minimum paid-up capital of Singapore $50,000/- intact at the time

of membership application; and

(c) have its paid-up capital intact at the time of membership application.

(iii) If said body corporate or organisation does not have a minimum paid-up capital

of Singapore $50,000/- intact at the time of membership application, it shall

submit a written explanation as to why this requirement is not met.

(iv) Notwithstanding Chapters 4 (B) (i),(ii) and (iii) above, the Council may at its

discretion waive one or more of the criteria set out in Chapters 4(B) (i), (ii) and

(iii) when considering and approving an application for Ordinary Membership.

(C) ASSOCIATE MEMBERSHIP

(i) Any body corporate, firm or organisation carrying on business in Singapore as

shipbuilders, ship repairers, ship suppliers, ship chandlers, bunker suppliers, ship

brokers, classification societies, surveyors, ship financiers, marine insurance

brokers and underwriters, average adjusters, marine lawyers or any other business

which is allied to any shipping industries shall be eligible to become an Associate

Member.

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(ii) Notwithstanding Chapter 4 (C) (i) above, the Council may at its discretion waive

one or more of the criteria set out in Chapter 4 (C) (i) when considering and

approving an application for Associate Membership.

(D) INDIVIDUAL MEMBERSHIP

(i) Any individual who is engaged or has been involved in the shipping industry in

Singapore may become an Individual Member.

(ii) Any individual who is currently employed by a body corporate, firm or

organisation who is currently a member of the Association or is eligible for either

Ordinary or Associate Membership in the Singapore Shipping Association will

not be eligible to apply for Individual Membership.

(E) APPLICATION FOR MEMBERSHIP

(i) Every application for membership shall be made in a prescribed form to be

provided for the purpose. Such application shall be sponsored by two Members,

one of which must be an Ordinary Member of the Association. All application

forms shall contain such particulars as the Council may deem necessary.

(ii) Any body corporate, firm or organisation applying for membership shall attach

to the application form a recent copy of its company’s profile and structure

obtained from the Accounting Compliance Regulatory Authority or other such

competent authorities.

(F) APPROVAL OF MEMBERSHIP

(i) Every application for membership shall be considered by the Council which shall

have full discretion to accept or to decline it without giving any reason therefore;

(ii) Approval of an applicant for membership shall be by Ordinary Resolution of the

Council;

(iii) Upon approval, the Association shall notify the applicant in writing, and upon

payment of the entrance and subscription fees, the candidate’s name and address

shall be entered in the Association’s Register of Members and it shall be provided

with a copy of the constitution of the Association.

(G) TRANSFER OF MEMBERSHIP

The Membership of the Association is exclusive to a particular Member and shall not be

transferable from one body corporate, firm or organisation or person to another.

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(H) RESPONSIBILITIES OF MEMBERS

Every Member shall be bound to further to the best of its ability the objects, interests and

influence of the Association, and shall observe all by-laws of the Association made

pursuant to the powers hereinafter contained.

It is the responsibility of all Members:

(i) to safeguard the interests of the Association and to observe the provisions of the

Constitution of the Association as well as to adhere to all resolutions passed at

General Meetings;

(ii) to assist in the achievement of the objectives of the Association;

(iii) to pay promptly all monies due to the Association; and

(iv) to abide by all decisions of the Council.

(I) RIGHTS OF MEMBERS

(i) Every Ordinary Member shall be entitled to the following rights and privileges:

(a) to nominate and elect or be nominated and elected to be a Member of the

Council or be appointed to any Standing or Ad Hoc Committee of the

Association;

(b) to vote at General Meetings;

(c) to submit any proposal at General Meetings;

(d) to seek advice from the Association;

(e) to share and enjoy any privilege or benefit that may be obtained by or

provided by the Association.

(ii) Every Associate Member shall be entitled to the following rights and privileges:

(a) to be a co-opted Member of the Council or an appointed Member of any

Standing or Ad Hoc Committee of the Association;

(b) to submit any proposal at General Meetings;

(c) to vote at General Meetings as may be expressly declared by the Council

in accordance with the Constitution;

(d) to seek advice from the Association;

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(e) to share and enjoy any privilege or benefit that may be obtained by or

provided by the Association.

(iii) Every Individual Member shall be entitled to the following rights and privileges:

(a) to be a co-opted Member of the Council or an appointed Member of any

Standing or Ad Hoc Committee of the Association;

(b) to submit any proposal at General Meetings;

(c) to vote at General Meetings as may be expressly declared by the Council

in accordance with the Constitution;

(d) to seek advice from the Association;

(e) to share and enjoy any privilege or benefit that may be obtained by or

provided by the Association as are expressly declared by the Council from

time to time.

(iv) The rights and privileges of a Member shall be exclusive to the Member and shall

not be capable of being transferred or assigned to any other person, body

corporate, firm or organisation.

(J) MEMBERS' REPRESENTATIVES

(i) Each Member may appoint a representative or alternate to attend meetings of the

Association. Such representative or alternate must be authorised by the Member

and such authorisation may either be for a specified period or restricted to any

particular meeting of the Association;

(ii) Such representative or alternate of the Member, attending meetings of the

Association shall have full powers to represent the Member and the acts of the

representative or alternate at any meeting shall be deemed to be the acts of such

Member;

(iii) No representative or alternate shall represent a Member or hold any office in the

Association if:

(a) he has been adjudicated a bankrupt by a Court of Law or has a receiving

order made against him or goes into liquidation or is unable to pay his

debts or enters into a composition arrangement with his creditors; or

(b) he has been certified insane or of unsound mind by the relevant medical

authority; or

(c) he has been convicted of any criminal offence of moral turpitude.

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(K) RESIGNATION

A Member may terminate its membership of the Association by giving at least thirty (30)

days notice in writing to the Association. If the last day of the notice period falls into

another month, the resigning Member shall be liable to pay all subscriptions due from it

up to the end of that month.

(L) DISPUTES

In the event of any dispute arising amongst the Members relevant to the Association, they

shall table the matter for resolution before an Extraordinary General Meeting to be held

in accordance with the Constitution. If the Members fail to resolve the matter at the

Extraordinary General Meeting, they shall bring the matter before a court of Law for

resolution.

(M) EXPULSION, SUSPENSION AND CESSATION OF MEMBERSHIP

(i) The conduct of any Member shall be considered by the Council at its meeting(s)

if such a Member: -

(a) has willfully refused or failed to comply with or observe any of the

provisions of the Constitution of the Association or any by-laws of the

Association for the time being in force; or

(b) has publicly expressed views or opinions concerning the Association

without authority or prior permission from the Council; or

(c) has refused to abide by a decision of the Council; or

(d) has acted in any way prejudicial to the good name or the interests of the

Association or its Members; or

(e) has been convicted of any criminal offence.

(ii) If the Council comes to the conclusion at such meeting(s) that there is sufficient

evidence to justify calling on the Member to show cause why it should not be

expelled from the Association, notice in writing shall be given to such Member

calling on it to attend a meeting for the purpose of investigating the charge or

charges. The period of notice shall not be less than seven (7) working days;

(iii) If after hearing such Member and after due deliberations, not less than two-thirds

of the Council Members present at the meeting shall be of the view that the

charge/charges against such Member is/are proved, the Council may resolve to :

(a) expel such Member in which case it shall thereupon cease to be a

Member; or,

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(b) suspend such Member for a period of not more than twelve (12) months,

as the Council may in its absolute discretion determine; or

(c) impose a fine of not more than Singapore $l,000/- as the Council may in

absolute discretion determine; or,

(d) impose any other lesser penalty such as a reprimand to or a written

apology from such Member.

If such Member refuses to attend the meeting without good excuse, the Council

may nevertheless proceed to consider its case in its absence.

The decision of the Council made by Ordinary Resolution shall be final and

binding on such Member.

(iv) A Member shall automatically cease to be a Member and its name shall be struck

off the Register of Members if its subscription shall remain unpaid for a period of

three months (3) after its due date. The Council may, however, reinstate the name

of such Member in the Register of Members only upon the defaulting Member

furnishing a satisfactory explanation to the Council and payment of all arrears

within fourteen (14) days after the cessation of its membership;

(v) A Member shall also cease to be a Member if:

(a) it has resigned; or,

(b) it has been adjudicated a bankrupt; or,

(c) it has been wound up by a Court of Law; or,

(d) it has been expelled; or,

(e) its membership is terminated by the Council in accordance with the

Constitution.

(vi) Any Member which ceases to be a Member, whether by resignation or expulsion

or for any other reason, shall be liable to pay all subscriptions due from it up to

the end of the month in which it ceases to be a Member and shall cease to enjoy

all rights and privileges attaching to its membership of the Association but shall

remain liable to the Association for all monies and obligations due for the period

up to the date of which it ceases to be a Member and shall have no right to a

refund of any subscriptions or other monies paid by it to the Association.

(vii) The Council may at its discretion terminate the membership of any Member:

(a) if that Member no longer satisfies the criteria set out in Chapter 4 (B) or

Chapter 4 (C) or Chapter 4 (D); or,

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(b) if after having approved that Member for Membership without requiring

that Member to satisfy the criteria for Membership in the first place, the

Council is of the opinion that it is no longer desirable for that Member to

remain as a Member.

In any proceeding before the Council under the provisions of Chapter 4 (M) no advocate

or solicitor shall appear on behalf of such Member, or on behalf of the Council or any

other party.

(N) RIGHTS OF CONTRIBUTORS

Without prejudice to Chapter 5, the rights and/or obligations attached to any Contributor

under the Constitution may, whether or not the Association is in the course of being

wound up, be varied with the consent in writing of three-fourths of the Contributors or

with the sanction of a Special Resolution passed at a meeting of the Contributors. To

such meeting, the provisions of the Constitution relating to General Meetings, subject to

any necessary contextual amendments, shall apply but so that the necessary quorum shall

be at least one-third of the Contributors and that any Contributor present in person or by

proxy may demand a poll.

(O) REGISTER OF MEMBERS

The Association shall keep a register of the full names and addresses of all Members

together with the dates of the commencement and cessation of membership of the

Association and such register shall be open for the inspection of each and every Member

at the Registered Office on reasonable written notice of the desire to inspect the same.

Each Member shall be obliged to inform the Association in writing of any change in its

registered name or address within one (1) month of such change.

CHAPTER 5 - SUBSCRIPTIONS

(A) ENTRANCE FEE

Upon acceptance into the Association, a new Member, Ordinary or Associate or

Individual, shall be liable to pay on demand a non-refundable entrance fee, which shall

be fixed by the Council from time to time for each category of membership.

(B) SUBSCRIPTION FEE

Members shall pay a subscription fee in respect of each month. The fee will be

determined by the Council from time to time in respect of each category of membership.

The fee shall be payable in advance and may be paid monthly or in respect of such other

period as the Member may agree with the Association.

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(C) NOTIFICATION OF ENTRANCE/SUBSCRIPTION FEES

Details of entrance fees and subscription fees shall be available from the Registered

Office of the Association upon request by any Member or intended Member.

Any change in subscription fee or entrance fee shall be notified to each Member by means

of a circular from the Association.

(D) LEVY

Without prejudice to Chapter 5 (A) and (B), the Association in a General Meeting may

at any time and for any urgent or special purpose resolve to raise a special levy from the

Members and shall fix the amount (if any) of such levy to be paid by any category of

membership.

(E) DEBENTURES

(i) Any Debenture or series of Debentures authorised to be issued by Resolution of

the Members in General Meeting shall be issued by the Council upon such terms

and conditions, subject to any terms and conditions provided for by the General

Meeting at which the Debentures or series of Debentures were authorised, as the

Council shall decide;

(ii) Certificates for Debentures shall not be issued until all amounts payable on

subscription in respect thereof have been made;

(iii) In the event that a Member ceases to be a member of the Association for any

reason, the Member shall transfer any Debenture held by the Member to another

Member who shall be an Ordinary Member unless the Council shall, in its

absolute discretion, determine otherwise. Such transfer shall be subject to the

approval of the Council and the Council may in its absolute discretion withhold

its approval without giving any reason therefore. In the event that the Council

disapproves the transfer, the Member shall immediately surrender the Debenture

for cancellation or redemption.

(iv) At every Annual General Meeting of the Association, the Council shall determine

whether any, and if so how many, Debentures shall be redeemed and for that

purpose the Council may set aside such part of the funds of the Association,

including those representing new Members’ Debentures as the Council shall

determine to a Debenture Redemption Fund which shall be applied for the

purpose of redeeming the Debentures as aforesaid.

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CHAPTER 6 - GENERAL MEETINGS

(A) GENERAL REQUIREMENTS

(i) All business that is transacted at an Extraordinary General Meeting or Annual

General Meeting shall be deemed special, with the exception of the consideration

of the accounts and balance sheets and the reports of the Council and Auditors,

the election of Members of the Council, election of the President or the Secretary

and Treasurer in the place of those retiring and the appointment of, and the fixing

of the remuneration of, the Auditors;

(ii) The Association shall in each year hold a General Meeting as its Annual General

Meeting in addition to any other meetings held in that year, and shall specify the

meeting as such in the notices calling it;

(iii) The Annual General Meeting of the Association shall be held every year not

earlier than 31st March but not later than 31st July at such time and place as the

Council shall determine;

(iv) All General Meetings other than the Annual General Meeting shall be called

Extraordinary General Meetings;

(v) The President or the Council may call an Extraordinary General Meeting at any

time and from time to time and the Council shall be bound to do so upon receiving

a requisition signed by at least one third of the total voting Members which shall

state thereon the purpose in detail for which they desire the meeting to be called;

(vi) Where an Extraordinary General Meeting is requisitioned by the Members in

accordance with paragraph (v) above, such meeting shall be convened by the

Council within two (2) months of the date of receipt of the signed requisition;

(vii) If the Council fails to convene a meeting in accordance with paragraph (vi) above

then the Members making the requisition may convene the Extraordinary General

Meeting by giving fourteen (14) days notice to all other Members. The

Association will allow the requisitioning Members access to its Register of

Members for this purpose.

(B) NOTICE OF GENERAL MEETINGS

(i) A notice stating the date, time and place of any General Meeting and the nature

of the business to be transacted at such meeting shall be sent to all Members at

least fourteen (14) days before the meeting in writing and shall either be sent by

post or by facsimile to any such facsimile number which has been notified to the

Association by any Member for the purpose of receiving such notice provided

that if the notice has been sent by fax, the successful transmission has been

confirmed by an activity report.

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(ii) The accidental omission to give notice of a meeting to, or the non-receipt of notice

of a meeting by, any person or Member entitled to receive notice shall not

invalidate the proceedings at that meeting.

(C) QUORUM

(i) No business shall be transacted at any General Meeting unless a quorum of

Members is present at the time when the meeting proceeds to business; save as

herein otherwise provided, the presence of one-third of the total membership of

Ordinary Members shall be a quorum.

Subject to paragraph (ii) below, if at the time appointed the quorum is not met,

the meeting shall stand adjourned for thirty (30) minutes, and if at the adjourned

meeting a quorum is not present, the Members present shall be deemed to be a

quorum and they can proceed to discuss and decide any matter stated in the notice

except that they shall have no power to alter, repeal, modify, amend or make

additions to provisions of the Constitution.

(ii) In the case of a meeting convened by the requisition of the Members pursuant to

Chapter 6(A)(v) of the Constitution, if within fifteen (15) minutes from the time

appointed for the meeting a quorum is not present, the meeting shall be dissolved.

(D) CHAIRMAN

(i) The President of the Council shall be the Chairman of all General Meetings. In

his absence, either the Secretary or the Treasurer shall preside as Chairman. In

the event that none of such persons shall be present within fifteen (15) minutes

after the time appointed for the holding of the meeting, and the Members are

willing to convene the meeting, the Members of the Council present shall elect

one of their number to preside as Chairman of the meeting.

(ii) If at any meeting no Member of the Council is willing to act as Chairman, or if

no such person is present within fifteen (15) minutes after the time appointed for

holding the meeting, the Ordinary Members present shall choose one of their

number to be Chairman of the meeting.

(iii) The Chairman may, with the consent of any meeting at which a quorum is present,

and shall if so directed by the meeting, adjourn the meeting from time to time and

from place to place, but no business shall be transacted at any adjourned meeting

other than the business left unfinished at the meeting from which the adjournment

took place. When a meeting is adjourned for thirty (30) days or more, notice of

the adjourned meeting shall be given as in the case of an original meeting. Save

as aforesaid it shall not be necessary to give any notice of an adjournment or of

the business to be transacted at an adjourned meeting.

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(E) VOTING PROCEDURES

(i) Every Ordinary Member shall have one vote provided that it shall at the date of

the meeting have been an Ordinary Member for at least three months and shall

have paid all monies presently payable by it to the Association.

(ii) No Associate or Individual Member shall be entitled to vote at any General

Meeting other than on a resolution expressly declared by the Council to be an

issue concerning or affecting the interest of the Associate or Individual Members

of the Association as the case may be. Any such declaration by the Council shall

be conclusive and binding on all Members.

(iii) At any General Meeting a resolution put to the vote of the meeting shall be

decided by a show of hands unless a poll is, before or on the declaration of the

result of the show of hands, demanded:-

(a) by the Chairman; or

(b) by at least three (3) Ordinary Members present in person or by proxy.

In the case of a resolution on which Associate and Individual Members are

entitled to vote, reference in (b) above to “Ordinary Members” shall be read and

construed as references to “Associate and Individual Members”.

Unless a poll be so demanded, a declaration by the Chairman that a resolution has

by a show of hands been carried or carried unanimously, or by a particular

majority, or lost, an entry to that effect in the book containing the minutes of

proceedings of the Association shall be conclusive evidence of the fact without

proof of the number or proportion of the votes recorded in favour of or against

such resolution.

The demand for a poll may be withdrawn.

(iv) Except as provided in Chapter 6 (E) (iii), if a poll is duly demanded it shall be

taken in such manner as the Chairman directs, and the result of the poll shall be

deemed to be the resolution of the meeting at which the poll was demanded.

(v) In the case of an equality of votes, whether on a show of hands or on a poll, the

Chairman of the meeting at which the show of hands takes place or at which the

poll is demanded, shall be entitled to a second or casting vote.

(vi) A poll demanded on the election of a Chairman, or on a question of adjournment,

shall be taken forthwith. A poll demanded on any other question shall be taken at

such time as the Chairman of the meeting directs, and any business other than that

upon which a poll has been demanded may be proceeded with pending the taking

of the poll.

(vii) No Member, except with the permission of the meeting, may address the meeting

for more than fifteen (15) minutes.

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(viii) On a poll, votes may be given either personally or by proxy.

(ix) The instrument appointing a proxy shall be in writing under the hand of the

appointor. A proxy shall be a Member of the Association.

(x) The instrument appointing a proxy shall be deposited at the Registered Office or

at such other place within Singapore as is specified for that purpose in the notice

convening the meeting, not less than forty-eight (48) hours before the time for

holding the meeting or adjourned meeting at which the Member named in the

instrument proposes to vote. Should such deposit of instrument of proxy not be

effected, the instrument shall be treated as invalid.

(xi) An instrument appointing a proxy shall be in such form or forms as may be

prescribed by the Council from time to time.

(xii) The appointing instrument shall be deemed to confer authority to demand or join

in demanding a poll.

(xiii) A vote given in accordance with the terms of an instrument of proxy shall be valid

notwithstanding the previous death or insanity of the principal or revocation of

the proxy or of the authority under which the proxy was executed, provided that

no intimation in writing of such death, insanity or revocation as aforesaid shall

have been received by the Association at the Registered Office before the

commencement of the meeting or adjourned meeting at which the proxy is used.

(xiv) All matters to be decided upon by Members in General Meeting shall be

determined by Ordinary Resolution unless the terms of this Constitution require

them to be determined by Special Resolution.

(F) ELECTION OF THE COUNCIL

(i) No Member shall be eligible for election or appointment to the Council unless

that Member which has been nominated for such purpose has been a Member of

the Association for at least one year before the date of the nomination.

(ii) No Member shall be elected as a Member of the Council at a General Meeting

unless notice has been given at least seven (7) days before the day of such meeting

to the Association, by the Member proposing the nomination of the candidate for

election and by the nominated candidate confirming acceptance to stand for

election.

(iii) In the event that insufficient nominations are received in the manner prescribed,

nominations for election to any unfilled position in the Council may be received

from the Members at the General Meeting provided that the Member and its

representative so nominated must be present to give their consent at the General

Meeting.

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(iv) At the first Annual General Meeting after adoption of this Constitution and at the

Annual General Meeting in each alternate year thereafter, the Association in

General Meeting shall elect seven (7) Members to the Council. These seven (7)

Members aforesaid elected to the Council shall be Ordinary Members of the

Association. Prior to the said first Annual General Meeting, the existing President

and Council shall continue to hold office.

CHAPTER 7 - THE COUNCIL

(A) COMPOSITION

(i) The affairs of the Association shall be managed by a Council consisting between

not less than seven (7) and not more than thirteen (13) Councillors;

(ii) Each individual representing a Council Member, Ordinary or Associate, and the

Individual Member who is co-opted as a Council Member shall be known as a

“Councillor” unless otherwise specified;

(iii) The composition of the Council shall consist of the following:

(a) President

(b) Secretary

(c) Treasurer

(d) Four (4) Councillors, each representing an Ordinary Member

(e) Up to six (6) Councillors, each representing a Member co-opted by the

elected Councillors

(iv) The President of the Council shall be a Singapore citizen or Singapore permanent

resident.

(v) The majority of the Councillors shall be Singapore citizens or permanent

residents.

(B) ELECTION WITHIN THE COUNCIL

(i) The Councillors elected at the General Meeting shall amongst themselves elect

the President, the Secretary and the Treasurer at its first Council meeting.

(ii) The Councillors elected at the General Meeting shall co-opt and appoint up to six

(6) Members from the general body of the Members to sit in the Council.

(iii) Pursuant to Chapter 7 (A) (iii):

(a) If the Councillors elected at the General Meeting co-opt less than three (3)

Members to the Council, all such co-opted Councillors (if any) shall be

Ordinary Member representatives;

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(b) If the Councillors elected at the General Meeting co-opt three (3) or more

Members to the Council, at least two (2) such co-opted Members shall be

Ordinary Member representatives; and

(c) Where more than one Associate Member is co-opted to the Council, each of

such Associate Members shall be from a different nature of business as

defined under Chapter 4(C) or otherwise decided by the Council.

(iv) No Council Member may nominate at any one time more than one individual for

election or appointment to the Council. In so long as an individual has been

nominated by the Council Member to serve as its Councillor, no other individual

shall be nominated by, or shall otherwise be a representative of, such Member in

the Council.

(v) A Councillor shall cease to hold office in the Council if he ceases to represent the

Member or if the Member ceases to be a Council Member or a Member of the

Association. If the Councillor ceases to represent the Member, the Council shall

permit the Member to substitute him with another individual. The substituted

individual shall only assume such office or offices occupied by his predecessor

as may be approved by the Council. The Council shall have the discretion to

appoint any other Councillor to fill any office left vacant by a Councillor.

(vi) In the event that the office of President becomes vacant prior to the due date of

retirement of such person therefrom, either the Secretary or Treasurer shall be

elected by the Council to become President. Where the Secretary or Treasurer is

elected by the Council to the office of President, such person prior to taking office

as President shall resign his post of Secretary or Treasurer as may be appropriate.

In the event that the office of either Secretary or Treasurer becomes vacant prior

to the due date of retirement of such person therefrom, the Council may appoint

another of their number, being an Ordinary Member, into such office. In either

case the person filling such vacancy shall hold such office until the Annual

General Meeting at which his predecessor in such office was due to retire.

(vii) Subject to Chapter 7 (B) (xi), all Council Members and Councillors shall be

eligible to seek re-election or be re-appointed to the Council upon the expiry of

their term of office in the Council.

(viii) In the event of a resignation of an elected Council Member during its term of

office, the Council may by a Simple Majority appoint an Ordinary Member to fill

such vacancy, provided that such Ordinary Member so appointed shall hold such

office only until the Annual General Meeting at which its predecessor was due to

retire.

(ix) If the Council Member who resigns is a co-opted Ordinary, Associate or

Individual Member, the Council shall decide to co-opt or nominate another

Member, Ordinary, Associate or Individual, to fill the vacancy.

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(x) The term of office of the Council is for a period of two years until a new Council

is elected. Pursuant to the aforesaid, the term of office of all elected, nominated

and co-opted Members and Councillors of the Council shall automatically expire

with the election of a new Council.

(xi) The tenure of the office of the President shall be limited to a maximum of three (3)

consecutive terms, after which he may stand for re-election as President after a break

of two (2) years, during which he may not be elected as President, Treasurer or

Secretary of the Association.

(C) POWERS AND DUTIES OF THE COUNCIL

The duty of a Councillor is to work together with the other Councillors to make decisions

and carry out acts which are in the interests of the Association as a whole. The

Councillors shall be entitled to an indemnity from the assets of the Association for all

expenses and other liabilities properly incurred by them and bona fide in the management

of the affairs of the Association.

The Council shall exercise the following powers and duties:

(i) control all finances of the Association;

(ii) engage, control and dismiss such paid personnel as it may deem necessary;

(iii) exercise such administrative powers as may be necessary for properly carrying

out the objects of the Association in accordance with the provisions of the

Constitution;

(iv) implement all resolutions and decisions approved at General Meetings;

(v) make recommendations to General Meetings, on any amendment to the

Constitution;

(vi) review all reports by the various committees and make such recommendations as

may be deemed necessary for approval by the General Meeting on matters which

are outside the scope or the powers of the Council;

(vii) approve application for new membership at its sole discretion;

(viii) appoint committees for specific purposes as it shall deem necessary from time to

time;

(ix) at its discretion, join any organisation or body it deems fit to further the interest

of the Association;

(x) raise special funds on a voluntary basis for such purposes as it shall deem fit from

time to time;

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(xi) purchase, take in exchange, lease, hire or otherwise acquire any estate or interest

therein, any real or personal property, rights, or privileges which the Association

is authorised to purchase or acquire and which it may deem requisite or expedient

to acquire for the purpose of the Association's business and at its discretion to sell, subdivide, let, exchange or dispose of, any property of the Association on such terms

as to credit or otherwise, as it may think fit;

(xii) at its discretion, pay for any property rights, or privileges acquired by or services

rendered to the Association, whether wholly or partially in cash or in bonds,

debentures or other securities of the Association and any such bonds, debentures

or other securities may be either specifically charged upon all or any part of the

property of the Association or not so charged;

(xiii) secure the fulfillment of any contracts or engagements entered into by the

Association by mortgage or charge on or over any of the property of the

Association for the time being or in such other manner as it may think fit;

(xiv) raise or borrow money in the name or otherwise on behalf of the Association as

it may from time to time think expedient, and secure the repayment thereof or the

fulfillment or discharge of any liability, guarantee, or obligation of or undertaking

by the Association in such manner and upon such terms and conditions as it thinks

fit, and in particular by the issue of bills or notes, by mortgage or charge on or

over any of the property or assets of the Association, both present and future;

(xv) sell, exchange or otherwise dispose of or lease, sub-lease, let on hire and grant

options over any property of the Association at such prices or at such rentals, fees

or hire and upon such terms as it shall think fit and from time to time determine

or agree to variations of any lease, sub-lease, tenancy, occupancy, licence or

hiring;

(xvi) appoint solicitors, estate agents, property consultants or any person to act on

behalf of the Association in any matter and on such terms as it thinks fit;

(xvii) commence, prosecute, discontinue or settle any actions or proceedings in any

court, civil or criminal, in any part of the Republic of Singapore for the recovery

or protection of the property of or the enforcement of any rights of the

Association;

(xviii) invest and deal with the monies of the Association not immediately required upon

such securities or without security and in such manner as it may from time to time

think fit;

(xix) do such other acts and things as are incidental to or necessary for effecting any of

the purposes indicated above; and

(xx) decide on all matters relating to the management of the Association and all issues

arising out of or not covered by any of the provisions of the Constitution.

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(D) COUNCIL MEETINGS

(i) The Council shall cause minutes to be made in books provided for the purpose:-

(a) of all appointments of officers made by the Council;

(b) of the names of the Councillors present at each meeting of the Council

and of any committee of the Council;

(c) of all resolutions and proceedings at all meetings of the Association, and

of the Council, and of committees of the Council.

(ii) Every Councillor present at any meeting of the Council or any committee of the

Council shall sign his name in a book to be kept for that purpose.

(iii) All meetings of the Council shall be chaired by the President and in his absence

by either the Secretary or the Treasurer. In the event that the President and both

the Secretary and the Treasurer are absent, the Council shall elect one of their

number to be Chairman of the meeting.

(iv) Any two Councillors may, and the President on the requisition of any two

Councillors shall, at any time summon a meeting of the Council. It shall not be

necessary to give notice of a Council meeting to any Councillor for the time being

absent from Singapore. Unless otherwise determined by the Council, it shall hold

a meeting at least once every two months to discuss matters connected with the

affairs of the Association.

(v) Fifty percent (50%) of the Members of the Council shall form a quorum.

(vi) A Member shall cease to be a Council Member if the individual representing it

fails to attend three consecutive Council meetings without any explanation

satisfactory to the Council. However, leave of absence for a period not exceeding

six (6) months may be granted on application.

(vii) All Council Members, Ordinary, Associate or Individual, elected, nominated or

co-opted shall have equal voting rights. Each Councillor shall be entitled to one

vote.

(viii) Voting at a Council Meeting may be by a simple show of hands or any other

manner as the meeting may decide.

(ix) The Chairman of the meeting shall have a casting vote should there be a tie in any

voting.

(x) All matters to be decided upon by the Council in Council meetings shall be

determined by Ordinary Resolution unless the terms of the Constitution require

them to be determined by Special Resolution.

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CHAPTER 8 - HONORARY MEMBERS OF THE ASSOCIATION

(i) The Council may from time to time nominate individuals who have distinguished

themselves on behalf of the Association or have otherwise contributed to the development

of the Singapore shipping industry to be honorary members of the Association,

hereinafter referred to as “Honorary Members”. Any individual so nominated may be

appointed as an Honorary Member of the Association by the Association in General

Meeting for such period and on such other terms as may be specified in the resolution by

which such appointment is made.

(ii) Honorary members shall be entitled to attend all meetings of the Association and, if

invited by the Council, meetings of the Council, but shall not be entitled to vote thereat.

CHAPTER 9 - OPERATIONAL COMMITTEES

(i) The Council may delegate any of its powers to committees, including without prejudice

to the generality of the foregoing operational committees consisting of such Members

and such other persons as it thinks fit. The Council shall determine the roles of the

operational Committees as it sees fit, and any committee so formed shall be in the exercise

of the powers so delegated conform to any guidelines that may be imposed on it by the

Council.

(ii) Each operational committee shall be chaired by a Councillor appointed by the Council

unless otherwise determined by the Council. Where it deems fit, the Council shall have

the power to appoint any Member from the general body of Members to chair any

operational Committee. The chairperson of an operational committee may, whenever

required, form sub-committees for specific purposes or issues affecting an interest group

and shall appoint a Chairperson for each of such Sub-Committees.

Any operational committee chairperson who is not a Councillor shall be required to attend

meetings of the Council, if directed by the Council, but shall not be entitled to vote

thereat.

(iii) Pursuant to Chapter 9 (i) and (ii), the Council shall inform the members of the terms of

reference of any Committees to be formed within one (1) month of the Annual General

Meeting or such time as a Committee is formed.

CHAPTER 10 - ADMINISTRATION

(A) GENERAL AFFAIRS

The Council shall appoint the Secretary and one Councillor to be in charge of public

relations, general publications of the Association, social activities for the Members,

dealing with the news media and handling the administrative affairs of the Secretariat.

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(B) FINANCE, INVESTMENT AND AUDIT

The Council shall appoint the Treasurer and one Councillor to be in charge of Finance,

Investment and Audit. They shall advise and deal with all matters relating to the

Association’s finances, auditing of accounts and the investment of surplus funds of the

Association which are not required for immediate use, in both movable and immovable

properties, public and government securities and such other sound enterprises which may

be deemed to be fund generating.

CHAPTER 11 - ACCOUNTS

(i) The Council shall cause proper books of account to be kept in respect of:-

(a) all sums of money received and expended by the Association and the

matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Association; and

(c) the assets and liabilities of the Association.

(ii) Proper books shall not be deemed to be kept if there are not kept such books of account

as are necessary to give a true and fair view of the state of the Association’s affairs and

to explain its transactions.

(iii) The books of account shall be kept at the Registered Office and shall always be open to

the inspection of Council Members.

(iv) The Council shall from time to time determine whether and to what extent and at what

times and places and under what conditions or regulations the accounts and books of the

Association or any of them shall be open to the inspection of members, and no Member,

not being a Council Member, shall have any right to inspect any account or book or

document of the Association except as authorised by the Council or by the Association

in General Meeting.

(v) The Council shall from time to time cause to be prepared and to be laid before the

Association in General Meeting such profit and loss accounts, balance sheets, group

accounts (if any) and reports as are deemed necessary.

(vi) A copy of every balance sheet (including every document required by law to be annexed

thereto) which is to be laid before the Association in General Meeting, together with a

copy of the report of the Council and a copy of the auditor’s report, shall be sent to every

Member and every holder of Debentures of the Association not less than fourteen (14)

days before the date of the meeting; provided that this Constitution shall not require a

copy of those documents to be sent to any Member of whose address the Association is

not aware of.

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(vii) All cash received by the Association shall be deposited into a Bank to be nominated by

the Council for the credit of the Association except a sum which may be retained to meet

current expenses, the size of which shall be decided from time to time by the Council.

(viii) All cheques drawn on the Association's account shall be signed by two signatories, which

signatories and signing limits shall be determined by the Council from time to time.

(ix) The accounts of the Association shall be audited annually by an approved firm of

accountants to be appointed at the Annual General Meeting and such firm of accountants

shall be paid a fee to be duly authorised by the Council.

(x) The funds of the Association shall be used to meet expenses in connection with the

administration of the Association including auditor’s fees, legal fees, benevolent funds,

incidentals, and any such expenditure within the rules and objectives of the Association.

(xi) The financial year of the Association shall be from 1st January to 31st December.

CHAPTER 12 - EXECUTIVE DIRECTOR

(i) The Council may appoint any person to the office of Executive Director or Deputy

Executive Director or Assistant Director of the Association and/or such other office in

the management of the business of the Association as it may decide and upon such terms,

as to remuneration and otherwise, as it may decide and may delegate to any such person

or persons such of the functions of the Council as it may decide. Any person appointed

as Executive Director shall not be a Member of the Association or of the Council, but

may attend meetings thereof if the Council shall think fit.

(ii) The Executive Director shall be in charge of the day-to-day administration of the

Association, and shall deal with all matters and correspondences relating to the efficient

running of the Secretariat and its staff;

(iii) The Executive Director shall administer the financial matters of the Association including

all receipts and payments, budget and the issuance and signing of cheques.

CHAPTER 13 - TRUSTEES OF PROPERTIES

(i) All immovable properties belonging to the Association shall be held in trust for the

Association by a body of Trustees comprising not less than three (3) and not more than

four (4) persons who shall be appointed by Members at a General Meeting and who shall

be Singapore citizens or Permanent Residents;

(ii) The Trustees shall act in accordance with the wishes of the Members as expressed in

resolutions passed at the General Meeting except that no immovable properties belonging

to the Association shall be sold, mortgaged, transferred or assigned unless approved by

Special Resolution of the Members in General Meeting;

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(iii) The President of the Association for the time being shall certify all such resolutions

passed at General Meetings with regard to all dealings with immovable properties

belonging to the Association.

(iv) The Trustees shall execute all contracts, deeds, instruments and documents as directed

from time to time by the Council acting in accordance with Chapter 13 (ii) above;

(v) Any Trustee appointed under Chapter 13 (i) above may be removed by a resolution

passed by Members at a General Meeting.

(vi) A Trustee shall cease to hold office in the event, that:

(a) he is adjudicated a bankrupt by a Court of Law in the case of an individual or a

firm; or,

(b) it has been wound up by a Court of Law in the case of a company; or,

(c) he has been certified insane or of unsound mind by the relevant medical authority;

or,

(d) he has been convicted of any criminal offence of moral turpitude; or,

(e) he has been absent from the Republic of Singapore continuously for a period of

twelve months; or,

(f) a resolution is passed for his removal as trustee under Chapter 13 (v) above.

(vii) In the event of vacancy or vacancies due to any cause whatsoever, Members at a General

Meeting shall elect a new Trustee or Trustees to fill the vacancy or vacancies. Names of

trustees, address of immovable properties and any subsequent changes shall be notified

to the Registrar of Societies, provided that the Council shall be empowered, at its

discretion, to appoint a Councillor to serve as a temporary trustee until such time as a

General Meeting is held to elect the new Trustee or Trustees.

CHAPTER 14 - BY - LAWS TO CONSTITUTION

(i) The Council may from time to time make by-laws to the Constitution of the Association

as it may think fit, provided that any such by-laws shall not be inconsistent with any of

the provisions in the Constitution of the Association. All by-laws shall be binding on all

Members, unless otherwise specified;

(ii) No provisions of the Constitution shall be repealed or altered and no new ones shall be

made unless approved by Special Resolution of the Members in General Meeting and

they shall not come into force without the prior sanction of the Registrar of Societies;

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(iii) Any Member wishing to alter or propose any new provision shall give at least twenty-

eight (28) days written notice to the Association who shall cause such notice to be sent to

all Members entitled to vote at least fourteen (14) days before the General Meeting. Such

notice may be advertised in a local newspaper at least fourteen (14) days before the

meeting, if deemed necessary.

CHAPTER 15 - DISSOLUTION

(i) The Association may only be dissolved only by Special Resolution of the Members in

General Meeting of the Association convened in accordance with the provisions of the

Constitution;

(ii) The quorum of such meeting shall be four-fifths of the total membership with voting

rights whose names appear on the Register of Members at the time of the meeting;

(iii) The resolution proposing such dissolution shall be supported by not less than three-fifths

of the total voting Members, either in person or by proxy;

(iv) In the event of the Association being dissolved as provided above, all debts and liabilities

legally incurred on behalf of the Association shall be fully discharged and the remaining

funds of the Association passed on to such other body which has objectives similar to the

Association or donated to such charitable organisations as the Members at the General

Meeting may decide.

(v) A Certificate of Dissolution shall be given within seven (7) days of the dissolution to the

Registrar of Societies.

CHAPTER 16 - PROHIBITIONS

(i) Gambling of any kind whether for stakes or not, is forbidden on the Association's

premises. The introduction of materials of gambling or drug taking and of bad characters

into the premises is prohibited;

(ii) The funds of the Association shall not be used to pay the fines of Members who have

been convicted in Court;

(iii) The Association shall not engage in any trade union activity as defined in any written law

relating to trade unions for the time being in force in Singapore;

(iv) The Association shall not hold any lottery, whether confined to its Members or not, in the

name of the Association or its office-bearers, Council or Members unless with the prior

approval of the relevant authorities;

(v) The Association shall not indulge in any political activity or allow its funds and/or

premises to be used for political purposes;

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(vi) The Association shall not raise funds from the public for whatever purpose without the

prior approval in writing of the Head, Licensing Division, Singapore Police Force and

other relevant authorities;

(vii) The Association shall not attempt to restrict or interfere with trade or make directly or

indirectly any recommendation to, any arrangement with its members which has the

purpose or is likely to have the effect of fixing or controlling the price or any discount,

allowance or rebate relating to any goods or services which adversely affect consumer

interests.

CHAPTER 17 - INTERPRETATION

In the event of any question or matter arising out of any point which is not expressly provided

for in the rules, the Council shall have power to use its own discretion in addressing such question

or matter.

* * * * *

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For further enquiries on the Singapore Shipping Association, please contact:

Singapore Shipping Association 59 Tras Street,

Singapore 078998 Tel: (65) 6305 2260 Fax: 6222 5527 Email: [email protected]

Website: www.ssa.org.sg